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Any business requires start-up capital, at least small. If an individual entrepreneur starts his own business, he simply uses the property and money that belong to him as an individual. But the founders of an LLC must know how to contribute authorized capital, because this money will become the property of the company.
How much money should be contributed to the authorized capital of the LLC?
There is often no connection between the actual volume of required investments and the size of the company's authorized capital. You can still find large construction projects that are being built by companies with minimal authorized capital. In this case, the amount needed for the business is raised from third-party investors or through a bank loan. Sometimes an organization receives an interest-free loan from its founder, i.e. He just uses the owner’s money for a period of time. Such raised funds do not constitute authorized capital.
However, the law determines that each founder must contribute his share in the authorized capital. What this amount will be depends on the scope of the company's activities. In general, the authorized capital of an LLC for all founders must be at least 10,000 rubles.
But for insurers, alcohol producers, banks, gambling organizers, employment agencies providing personnel, and some other areas, the minimum Criminal Code is much higher. For example, to create a private security organization you need to contribute at least 250,000 rubles. And to produce ethyl alcohol it will take 10 million rubles.
As for the upper limit, i.e. the maximum size of the authorized capital, it is not established by law. But the founders need to know that when receiving dividends from their share in the management company, they will have to pay a tax at a rate of 13% (depending on the status of a tax resident of the Russian Federation).
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Payment of contribution to the authorized capital in cash
Depositing funds in cash can be done in two ways: deposit money directly into the current account of the new company or hand it over to the company's cash desk. From the cash register, the money will either go to the current account, or, within the framework of the law, will be spent on the activities of the enterprise.
It is important to register through the cash register the contribution to the authorized capital, and not just the receipt of money. It is equally important that when this amount is received, cash discipline is not violated, and the accounting department posts the funds to the appropriate accounts.
When transferring funds to a company's current account, it is also important to ensure that the money is transferred correctly. Make sure that in the column of the payment order “Purpose of payment” it is necessary to write “Contribution to the authorized capital”.
Is it possible to limit ourselves to only the minimum size of the charter capital?
If the authorized capital of an LLC is contributed in the minimum possible amount, then the founders comply with the requirements of the law. However, in practice such organizations are at risk to a certain extent.
- Banks may refuse to open a current account. Credit institutions are not required to explain their refusal to provide cash settlement services, but for them, companies with such modest assets are not the most desirable clients. But without a current account, an organization cannot transfer payments to the budget, and working with counterparties becomes much more complicated.
- For the Federal Tax Service, the minimum capital is one of the signs of a fly-by-night company. Of course, this criterion alone is not enough to recognize an organization as an unscrupulous counterparty, but if other signs are present, the minimum wage can play a negative role.
- Lenders and investors evaluate the attractiveness and economic stability of an organization, including by the size of its authorized capital. This means that the LLC may lose profitable investments, because the interests of creditors are almost not protected in any way. The minimum size of the charter capital can also become an unspoken obstacle to participation in tenders and trades or prevent you from winning a competition.
Thus, the size of the authorized capital of an LLC when created must correspond to the scale of the business and type of activity, and not just formally fit into the requirements of the law.
What needs to be done to deposit money into the LLC's current account?
Firstly, you need to remember that depositing the authorized capital into the current bank account of the enterprise is the responsibility of each founder (participant) of the LLC. This means that each of the founders must pay their own share. You should not transfer money to one founder so that he pays for everyone at once. It is necessary that each founder has a receipt for payment of his share! This, unfortunately, is a fairly common mistake, leading to the return of part of the money to the person who paid as an overpayment, and to the remaining founders being required to pay essentially again. At the same time, do not forget that a participant who fails to pay his share on time loses his status, and therefore, all decisions of the company made during this time lose force. Let us remind you that the deadline for payment of a share in the authorized capital for each founder is no later than 4 months from the date of registration of the LLC. Secondly, when preparing the constituent documents, make sure that the entire amount of the authorized capital is divided entirely in accordance with the shares.
Example
Bad: 10,000 rubles and three founders in equal shares. 10,000 is not divisible by 3, it turns out for each founder 3333.33(3) rubles. It is impossible to deposit such an amount into the bank, and the Charter does not allow increasing the share of one of the founders even by a penny.
Good: 10,200 rub. and three founders in equal shares. Everyone contributes 3,400 rubles, and there are no conflicts.
How to deposit money?
There are several ways:
- Transfer money by bank transfer to your current account. If the founder is a legal entity or individual entrepreneur, then this is formalized by a regular payment order indicating “Payment of a share in the authorized capital” in the purpose of the payment. If the founder is an individual, then electronic funds are transferred from a personal card. In this case, you must receive a document confirming the transfer of money to the current account of the new company as payment for your share of the authorized capital.
- Deposit cash through the bank. In this case, the bank records the receipt of money in the cash receipt order (form 0402008). You are given a copy of this document, in which the purpose of the payment must correspond to your goal - “contribution to the authorized capital.”
- Each LLC participant contributes his share of money to the enterprise’s cash desk using a receipt order, and the accountant transfers the money to the current account indicating the purpose “contribution to the authorized capital.”
- If, even before opening a current account, you have reserved its number at the bank (the so-called reserved or reserved account), then each of the founders can deposit the authorized capital into it. After the bank approves your application, the reserved account will automatically become a settlement account, and the authorized capital will appear on it.
In addition to cash, the founders have the right to transfer property as payment for their share. It is important that the “cash” part of the authorized capital is at least 10,000 rubles. Anything more can be property or, for example, securities. In this case, the Law “On LLC” in Article 15, paragraph 2 requires a monetary valuation of the property. If the founders value the contributed property in the amount of up to 20,000 rubles, then there is no need to involve an independent appraiser; otherwise, the property is assessed by an appraiser. It is important to choose a professional and independent appraiser so as not to have problems with the tax authorities later. Then the property is recognized as a fixed asset or non-current asset (clause 4 of PBU No. 6/01) and placed on accounting records.
What property can be contributed to the authorized capital of an LLC?
The most liquid asset is money, so payment of the authorized capital of an LLC most often occurs in cash. Moreover, the minimum amount of the authorized capital cannot be contributed by anything other than money. Although not so long ago, until 2014, the first asset of an LLC could be contributed by inexpensive office property (usually a table, chairs, office equipment).
But now the method of contributing the minimum amount of authorized capital is fixed in Article 66.2 of the Civil Code of the Russian Federation: “When paying for the authorized capital of a business company, funds must be contributed in an amount not lower than the minimum amount of authorized capital.”
In addition to the minimum amount, payment of the authorized capital of an LLC can be made with any amount of money or property. This could be real estate, equipment, transport, intangible assets, shares and shares in other companies, government and municipal bonds.
The founders may establish a ban on the contribution of certain property, for example, non-core equipment, as payment for shares of the management company. The general meeting of participants must approve the amount of the property contribution. And if the value of the property exceeds 20,000 rubles, then an independent expert must be hired to evaluate it.
Payment of shares in the management company
With a single founder, it is pointless to talk about contributing shares, since he pays the entire amount of the management company himself. If there are several founders, the management company is filled with their individual contributions. The amount of the part of the capital contributed by the founder is expressed as a percentage or an ordinary fraction.
In case of equal contributions, the amount of the authorized capital is divided by the number of participants. For example, with a capital amount of 10 thousand rubles. and two founders, each share will be 5 thousand rubles, three - 3334 rubles, four - 2500 rubles. etc.
The net assets of the company are divided in the same proportion. For example, if the management company represents 10 thousand rubles, and the founder’s share in it is 20%, then with a net asset value of 500 thousand rubles. this founder owns 100 thousand rubles.
The charter of the enterprise allows the largest possible size of the founder’s share to be fixed in advance and the conditions for changing the proportions of the ratio of shares to be prescribed. All decisions on the inclusion of such restrictions are made at the general meeting exclusively by unanimous vote.
The charter often contains a list of property prohibited from being included as contributions to the management company. And sometimes it includes a provision on the transfer of a property share for some time. This entry states that when the founder takes his share in the form of property earlier than the specified period, he must compensate it in monetary terms. In circumstances leading to the withdrawal or expulsion of a participant from the company, his share contributed by the property remains at the disposal of the enterprise until the expiration of the agreed period.
Currently, the authorized capital can be contributed after the registration of the company. The period for contributing the authorized capital is now four months from the date of registration. Moreover, each participant in the enterprise contributes his share independently. It is not permitted to delegate the contribution of your share of the authorized capital to another participant or a third person.
If within four months one of the participants does not contribute his share or contributes it in an incomplete amount, then he is excluded from the founders. The unpaid portion of his share is distributed among the participants.
Video: changes in the procedure for payment of the authorized capital of LLC
Procedure for contribution of authorized capital
The deadlines for contributing the authorized capital are established by Article 16 of the Law “On LLC” - no more than four months from the date of registration of the company. However, an earlier date may be specified in the agreement on establishment or in the decision of the sole founder.
There is no special administrative sanction for violating the deadline for contributing the authorized capital of an LLC upon creation. But when this period exceeds a year, the organization may be forcibly liquidated at the initiative of the Federal Tax Service.
If only some of the founders have not contributed their share to the authorized capital, then their unpaid shares pass to the company. It is also possible to provide in the establishment agreement for the collection of penalties in the form of a fine or penalty in relation to such debtors.
Participants can deposit funds to pay their share in cash or transfer them by bank transfer. If money is deposited into the cash register, then confirmation of payment will be a cash receipt order. But the organization does not always have a cash register, then you need to make a non-cash payment.
How to deposit the authorized capital into the LLC current account? There is nothing complicated about this procedure. A transfer to an organization's account can be made from your individual account or deposited in cash through a bank. The main thing is that any document confirming the contribution of a share to the capital company should indicate its purpose. For example, “Payment by the founder of a share in the authorized capital” or “Contribution of a participant to the authorized capital.” The payment order, PKO or payment receipt must be kept by the participant.
If the share in the company is contributed by property, then the registration procedure will be different. After receiving an independent assessment and approving it at the general meeting, an act of acceptance and transfer of property is drawn up.
The act must indicate:
- data of the parties (the company itself and the participant);
- information about the size and nominal value of the paid share;
- description of the property and its estimated value.
- confirmation that the property belongs to the participant by right of ownership and is transferred to pay for his share in the authorized capital.
In addition, if property is transferred, the ownership of which requires state registration (real estate, transport, shares, etc.), then additional documents must be drawn up. We recommend that you obtain a free consultation on this issue.
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Payment of authorized capital
The actual receipt of deposits of the founders is recorded in accounting entries in the debit of the accounts for accounting of valuables and the credit of account 75 “Settlements with founders”. In accordance with paragraph 2 of Art. 34 of the Law on JSC , payment for shares distributed among the founders of the company upon its establishment, additional shares placed by subscription, can be made in money, securities, other things or property rights or other rights that have a monetary value.
